JOHNSON & JOHNSON — Director's Dealing 2004

Feb 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2004-02-09

Reporting Person: SCHACHT HENRY B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Stock Option Plan (Right to Buy)	$53.93	A	7600	Acquired	2014-02-07	Common (7600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	2382	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common ()	11232	Direct

Footnotes

F1: Includes shares held under Issuer's Dividend Reinvestment Plan.

F2: The Phantom Stock Units held under the Issuer's Non-Employee Director Deferred Fee Plan as of January 30, 2004 are to be settled in cash upon the Reporting Person's Retirement.

F3: 1 for 1

F4: Issued under Issuer's Stock Option Plan.